Board meetings and minutes

Recording company decisions. Dull, and the evidence when it matters.

What it means

Board minutes record decisions taken by directors: dividends, borrowing, contracts, share issues, and anything requiring a formal resolution.

Why it matters

Companies must keep records of directors' decisions for ten years. Minutes are also the evidence that a decision was properly taken — which matters for dividends, for directors' duties and in an insolvency.

What it looks like in practice

Even a single-director company should record decisions. A dividend without a minute and a voucher is the most commonly reconstructed and most commonly challenged.

What to watch out for

Minutes written months later to support a tax position. HMRC and liquidators both look at whether the record is contemporaneous.

Where to get proper advice

Your accountant provides dividend minute templates. A company secretarial service for anything more complex.